Avanos Medical CEO equity cashed out at $25 per share
Avanos Medical CEO David Pacitti reported transactions tied to a merger effective July 27, 2026.
Rhea-AI Filing Summary
Avanos Medical CEO David Pacitti reported transactions tied to a merger effective July 27, 2026. Each common share was converted into the right to receive $25.00 per share in cash. He disposed of 322,194 common shares (including time-based RSUs) and 444,730 performance-based RSUs in deemed acquire-and-dispose entries, all for $25.00 per share. In addition, 239,354 stock options with a $13.69 exercise price were canceled and converted into a cash right based on the spread between the merger consideration and the exercise price, while higher-priced options were canceled for no consideration.
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Insights
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Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Pacitti David
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) F7, F6 | 239,354 | -- | -- |
| Disposition | Common Stock F1, F2 | 322,194 | $25.00 | $8.05M |
| Grant/Award | Common Stock F3, F4, F5 | 444,730 | $0.00 | $0.00 |
| Disposition | Common Stock F3, F4, F5 | 444,730 | $25.00 | $11.12M |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (7)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of April 13, 2026 (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the Merger Agreement), by and among the Issuer, A-AV Holdco I, Inc., a Delaware corporation, and A-AV MergerSub, Inc. (Parent), a Delaware corporation and a wholly-owned subsidiary of Parent, each share of the Issuer's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the effective time of the Merger (the Effective Time), which occurred on July 27, 2026, was converted into and exchanged for the right to receive $25.00 per share in cash, without interest (the Merger Consideration), payable in accordance with the terms and subject to the conditions of the Merger Agreement.
- F2. Includes 270,774 restricted stock units of the Company which were subject to only time-based vesting conditions (each, a Company TRSU). Pursuant to the Merger Agreement, these Company TRSUs were canceled immediately prior to the Effective Time of the Merger and converted into the right to receive an amount in cash determined by multiplying (i) the Merger Consideration by (ii) the number of shares of Common Stock the reporting person would have been entitled to receive if such Company TRSUs had vested in full (less applicable tax withholdings)
- F3. Represents the deemed acquisition and disposition of Common Stock pursuant to restricted stock units that were subject to performance-based vesting conditions (each, a Company PRSU), which were previously granted to the reporting person.
- F4. Pursuant to the Merger Agreement, these Company PRSUs were canceled immediately prior to the Effective Time of the Merger and converted into the right to receive an amount in cash determined by multiplying (i) the Merger Consideration per share of Common Stock by (ii) the number of shares of Common Stock such holder would have been entitled to receive if such Company PRSU award had vested based on (A) actual performance against performance metrics for any one-year performance period completed prior to the Effective Time, (B) for any one-year performance period that is in progress as of the Effective Time, the greater of (1) actual achievement against performance metrics and (2) its target level (although, as referenced below, such awards will be converted at target level with a potential true-up), and (C) deemed achievement at target level for any one-year performance period that has not yet commenced as of the Effective Time (less applicable tax withholdings).
- F5. The amount reported represents the aggregate number of Company PRSUs paid out to the Reporting Person at (or within 15 business days following) the Effective Time based on target performance for fiscal year 2026. In the event that actual performance for fiscal year 2026 exceeds target, the reporting person will receive a true-up payment. The maximum aggregate number of Company PRSUs that the reporting person could earn based on actual performance for fiscal year 2026 is 754,331.
- F6. These options were originally scheduled to vest 30% on March 13, 2027, 30% on March 13, 2028 and 40% on March 13, 2029.
- F7. Pursuant to the Merger Agreement, these stock options were canceled immediately prior to the Effective Time of the Merger and converted into the right to receive an amount in cash determined by multiplying (i) the excess of (A) the Merger Consideration minus (B) the exercise price payable in respect of each share of Common Stock subject to such stock option, by (ii) the number of shares of Common Stock the reporting person would have been entitled to receive upon exercise if such stock option award had vested in full (less applicable tax withholdings). Company stock options with an exercise price per share that exceeds the Merger Consideration were canceled for no consideration, which cancelations are exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) thereunder.
Key Figures
Merger consideration: $25.00 per share
Common shares converted: 322,194 shares
Time-based RSUs included: 270,774 units
+4 more
7 metrics
Merger consideration
$25.00 per share
Cash paid for each share of common stock at the July 27, 2026 Effective Time
Common shares converted
322,194 shares
Shares of common stock disposed of by CEO at $25.00 per share
Time-based RSUs included
270,774 units
Company TRSUs canceled and converted into cash based on the merger consideration
Performance RSUs paid at target
444,730 units
Company PRSUs paid out at or within 15 business days of the Effective Time
Maximum potential PRSU payout
754,331 units
Maximum PRSUs the CEO could earn for fiscal year 2026 based on actual performance
Options canceled for cash
239,354 options
Employee stock options at $13.69 exercise price converted into a cash right
Option exercise price
$13.69 per share
Exercise price of canceled options subject to cash-out under the merger
Key Terms
Agreement and Plan of Merger, restricted stock units, performance-based vesting conditions, Merger Consideration, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of April 13, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
restricted stock units financial
"Includes 270,774 restricted stock units of the Company which were subject"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based vesting conditions financial
"restricted stock units that were subject to performance-based vesting conditions"
Merger Consideration financial
"was converted into and exchanged for the right to receive $25.00 per share in cash, without interest (the Merger Consideration)"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Effective Time regulatory
"immediately prior to the effective time of the Merger (the Effective Time)"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What common stock did AVNS CEO David Pacitti report disposing of?
David Pacitti reported disposing of 322,194 shares of Avanos Medical common stock at $25.00 per share. This amount includes 270,774 time-based restricted stock units that were canceled and converted into equivalent cash rights under the merger terms.
How were AVNS performance-based RSUs treated for the CEO in the merger?
Performance-based RSUs (PRSUs) for the CEO were canceled and converted into cash based on $25.00 per share. A total of 444,730 PRSUs paid out at target for fiscal 2026, with a potential true-up if actual performance warrants up to 754,331 PRSUs.
What happened to AVNS stock options held by the CEO?
A grant of 239,354 stock options with a $13.69 exercise price was canceled and converted into a cash right equal to the merger consideration minus the exercise price, times the shares. Options with exercise prices above $25.00 were canceled for no consideration.
Were the AVNS CEO’s reported transactions under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox was not marked as affirming a trading plan. The footnotes instead tie the transactions directly to the closing of the merger and the automatic treatment of equity awards at the Effective Time.
What is the maximum PRSU payout referenced for AVNS CEO David Pacitti?
For fiscal year 2026 performance, the CEO could earn up to a maximum aggregate of 754,331 performance-based RSUs. Any amount above the 444,730 PRSUs initially paid at target would be delivered through a potential true-up based on actual results.
AI-generated analysis. How Rhea-AI works. Not financial advice.
